The story behind Tool’s Lateralus: "A real moment of experiment and risk”

(Image credit: Travis Shinn)

The 1990s were not kind to progressive rock. Grunge had made virtuosity unfashionable, boy bands were all the rage, and hip hop was inexorably pushing rock out of the limelight. Legacy bands like Pink Floyd and Rush could still crack the charts, but they were lonely torchbearers for a genre that seemed to exist in its own hermetic world, incapable or perhaps disinterested in penetrating the mainstream. 

It was against this unpromising backdrop that Tool crafted their most ambitious and unashamedly progressive album to date. Released on May 15, 2001, Lateralus hit No.1 on the Billboard 200 album chart and went on to outsell the likes of Jay-Z, Eminem and Madonna for the year. And it did all this despite being darker, stranger and weirder than the band’s previous albums, taking them from the alternative metal of Undertow and Ænima into the realm of progressive rock. 

“It was a learning curve, that whole experience,” says Justin Chancellor. The British bassist had joined Tool – guitarist Adam Jones, drummer Danny Carey and frontman Maynard James Keenan – when they’d already started work on 1996’s Ænima, following the departure of Paul D’Amour. It was a major step-up in scale from his previous band, Peach, back in London. “As far as success and all that stuff, being in this band, it wasn’t like joining Whitesnake or Poison or something where it’s like groupies and crazy drug binges,” says Chancellor. “These are real, hardworking musicians. Our backstage is really quite pleasant and calm, almost school-like. That’s good because it keeps you really focused on what you’re doing.” 

And Tool is a very democratic band, where every member has an equal voice. “They are surrounded by some really excellent creative people who are all really encouraging. It was very tough to be keeping my head together for the first few years, but they totally made it fine, saying, ‘You’re one of us.’” But that status brings its own responsibilities. “Being an equal member of a band like Tool requires that you put in an equal share so that you don’t drag the boat down, that’s a pressure in itself. That’s a built-in way of us all keeping an eye on each other – no one can really lag.” 

Coming aboard during the writing for Ænima was a baptism by fire. “It was a very new experience for the entire band,” says Chancellor. “We went on a really big tour, then we did a secondary tour for the best part of two years. By the end of it, I think everybody needed a little breathing room from each other. We took a pretty decent break. Maynard had some aspirations to pursue some other areas of music with his other mates, so at first, for me being new in the band, I was perplexed – aren’t we going to make a new album? Aren’t we going to carry on now on the back of this success? But obviously they’d been together a little longer and they’d already been through some ups and downs with having a new member in the band. After that tour for Ænima, everyone was quite happy to slow down a bit.” Well, almost everyone. “Maynard calls himself a worldwide multitasker and I think that’s in his nature. He was never going to slow down.” 

Keenan was already working on music for what became A Perfect Circle with guitarist Billy Howerdel, who was living in the singer’s house in North Hollywood. Their debut album, Mer De Noms, came out in May 2000, but they were already on tour opening for Nine Inch Nails from April. That ran into the summer, before A Perfect Circle began a run of their own headline shows in July through to September. Then in 2001 they went out again, from the end of January through March, so, while Keenan was occupied with all that, Chancellor, Jones and Carey set about creating new music for Tool. 

“We started to put some stuff together thinking maybe it would pull together quite quickly, we could get some solid forms of songs together, but it was really hard,” says Chancellor. “[With] Ænima, four songs were written when I joined, so you’ve got a chunk of something there already and we just built on that and added to it with my contribution being amalgamated into that. Starting this new project was literally like: ‘All right, we’ve got to write a whole album now with me, a whole new setup,’ so it was tough. We struggled to get anything solidified and by the time we had a few basic ideas, Maynard was ready to go with his other band, so we all said, ‘All right, that’s the way it’s going to be.’ It turned out that it gave us that breathing room. He went off, we all got to knuckle down and really be quite self-indulgent in a way, but we needed to look at what we were going to do, the three of us... musically, we needed to explore a bit.” 

Tool’s Lateralus album cover

(Image credit: Volcano Entertainment)

The trio of instrumentalists established a routine, meeting every Monday to Thursday in their rehearsal space to work on ideas. They recorded every session, burning the best of the results onto CDs that they took home after practice to review. “We still basically do that,” says Chancellor. “Go home in the car, listen to the practice on the way home, mull it over overnight, come back in with great new ideas that are completely different from everyone else’s ideas. Everybody has a new idea the next day.” 

As Lateralus marked the first time that Chancellor had been involved with the writing process right from the outset, he had loads of ideas to contribute to the sessions. “But our ideas are very basic building blocks when we write together,” he says. “It’s going, ‘Here guys, this is what the idea is’ and seeing how they react to it, and vice versa. They had ideas [as well]. I don’t know if you’d call that organic, but it’s a real experimental chemistry, putting things together and seeing how they react. Since he [Keenan] was away, we got real experimental. The last track we did on Ænima was Third Eye, which really went further into the experimental realm, so that’s how we started.” 

And with A Perfect Circle doing well, they were under no pressure to hurry the process along. “We had time,” says Chancellor. “We would send stuff to Maynard, he might send something back and we’d change it and send it back. He’d be like, ‘You know what, I’m out on tour, you guys finish what you are doing. Just make your mind up and when  you’re done, we’ll figure it out.” 

Tool had explored the use of odd measures and polyrhythms on Undertow and Ænima, but with Lateralus they pushed these ideas further than ever before. The title track alone moves in a pattern between 9/8, 8/8, and 7/8, referencing the Fibonacci Sequence. Chancellor says that their fondness for unconventional time signatures isn’t born out of any desire to try to be clever, or even out of any conscious decisions. “It’s really just the way things come out,” he says. “From my point of view, I have a lot of rhythms come into my head. I’m walking my dogs or something and
I get these chugging rhythms in my head. I count them out and they tend to be not in rounds of four. There’s something I like about the awkwardness or intensity of something not quite resolving or over-resolving. I love five because it keeps snapping back, it’s got this weird urgency and uncomfortability, like, where is it going?” 

When the bassist brings one of these strange rhythmic ideas to Jones and Carey, they begin pulling it apart and putting it back together in different ways. “Adam and Danny normally react by saying, ‘That’s really weird,’ to one of my ideas, and then Adam will be like, ‘Why don’t we simplify it and put it down? We’ve got this complicated thing Justin has written, why don’t we simplify it and actually see what it sounds like in 4/4?’” 

The goal then becomes to take an unusual groove and see what it would sound like if they made it into something that might get played on the radio. “We’ve already got this, so start subtracting from it,” says Chancellor. The technique became a recurring part of the writing process for Lateralus – stripping ideas back, working them into a song, and then building back towards the original, complex rhythmic concept or riff. It’s all about the end goal of being free from having to do the conventional. “The guys have had some education in music. Danny a lot, Adam quite a bit, I had a tiny bit, but we didn’t go to music colleges or anything like that,” says Chancellor. “There is a certain amount of making it up as we go, and there is a freedom to that. There’s a liberation to not knowing what you’re supposed to do and really to be in a rock band where there are even less rules and to have people encouraging you to do unusual stuff is really liberating.” 

That liberation brought its own challenges to the writing process as the instrumentalists had to figure out how to keep track of everything they created, with all the odd time signatures and challenging ideas. The solution they came up with is surprisingly low tech. “We have a whiteboard and markers,” says Chancellor. “We quickly realised we needed to do that because it’s not just that we didn’t really know what we’re doing, each of us has a different way of remembering it. I have a different way of counting it, Danny does, Adam does, so we would have to come up with names for riffs. We actually give them names, write all the names down on the side and then a number next to them, the number of beats in a bar basically, so that would be more just to remember which chunks went in order. Then we could at least remember the sequence of stuff and remember what riff was what, and the variations of that riff. We would make notes about all that stuff and really it would be more like coming up with our own language between the three of us, which if you don’t do, it gets really frustrating. ‘What are talking about? That’s not what it is!’ So that’s how we formed not to say a language, but a technique for being able to remember and refer to different sections and parts.” 

With Keenan occupied with A Perfect Circle and no pressure to hurry along the writing, the three musicians had both the time and the desire to reach further and further out of their comfort zones. “For myself, as a writer of music, I always wanted to create something I’d never heard before. That’s really the ultimate goal,” says Chancellor. “I’ve never wanted to sound like someone else necessarily, I wanted to find this thing that’s exciting because I’ve never heard it before, and I find that in music that I like. I go, ‘Whoa, what is that?’” 

Chancellor was aware of the popularity that Tool had already experienced before he joined, which made him nervous about pushing the envelope too far with Lateralus in case they alienated the fanbase. “They’d already done very well and I’m like, ‘You’re sure? You’re sure everyone is going to like this? It doesn’t really sound like Tool,’” he says. “I was a huge fan of Tool and obviously that was another challenge for me, having more respect for their old stuff than something I was writing myself, so they were able to change that for me and just say, ‘This is really good, we think it’s great and wait until you hear what we do to it.’” 

There’s always a risk in doing something different. “You have people that support you; you risk losing them, but you run the possibility of gaining other people,” says Chancellor. “You just don’t know. I think there should be more encouragement in that area for younger musicians. Don’t be shy to offer your ideas, that’s what makes the world go round, we want different stuff. Maybe it takes Lateralus or something in there pulling it apart to keep that experimental area free and open. I guess it’s there but it’s just people having access to it. Do people want to hear it? Maybe they don’t. Maybe experimental means not popular.” 

The band pushed the limits of the CD format with Lateralus. Single discs could contain a maximum of 79 minutes of music, and the group delivered an album of 78 minutes 51 seconds. While Keenan’s engagements with A Perfect Circle had created space for the musicians to experiment, he didn’t want to write lyrics until the music was knocked into some sort of shape. “We did a few songs, we got a few finished, and then he [Keenan] went off again, did a bit more touring,” says Chancellor. “It became even more clear to us. Okay now we can really take our time with these other pieces and basically lay them out, get them right how we want them knowing we don’t have to go back and forward with him. We’re just going to wait until it’s done.” 

This wasn’t a case of the instrumentalists imposing their will on the singer just because he was away with his other band. It was an approach that worked for everyone as it meant that Keenan didn’t have to keep rewriting lyrics every time Jones, Carey and Chancellor had a new musical idea to try out. “Basically, that was the beginning of him saying to us, ‘Why don’t you guys just decide what you want to do and we’ll stick with it,’” says Chancellor. “The music was heavily set but obviously sometimes you have to adapt it. If he’s got a strong idea lyrically and there’s this road bump in the way, we’ve got to remove it. Sometimes it will be, ‘That’s my favourite bit,’ or whatever, but that’s just a normal back and forth argument. He’s reacting to the music, now he’s got this great idea lyrically that he’s following to its end and if you just tweak something, it’s purifying the whole song. I would say that we didn’t do that too much, we were quite stubborn about the music, but also he was quite stubborn about the fact that he goes, ‘Just finish it, be happy with it, and I will deal with it.’” 

There was plenty to deal with. Not many singers in the rock world are comfortable navigating melodies over ever-changing rhythms and meters. “The beautiful thing about these weird time signatures, a lot of times he will, almost with a needle and thread, just tie it all together,” says Chancellor. “I love the way what he’s saying is very in-your-face, straightforward, matter of fact almost, but it just weaves in and out of the rhythm. It’s like he writes out a sentence and then just lays it in there in the perfect spots. It’s almost like he’s rhyming to the music.” 

Lateralus reunited the band with producer David Bottrill, with whom they’d recorded Ænima. “Being in the studio, that was a huge learning process for us just as far as the equipment, the mixing, what we could capture sonically, that was a whole other thing,” says Chancellor. The recording took place from October 2000 through to January 2001, using multiple studios mainly in North Hollywood, including Cello Studios and The Hook, where they’d worked on Ænima. Switching studios was more a matter of practicalities rather than the result of any grand artistic vision; sometimes they ran out of time at a studio that had another client booked in, so they had to relocate. 

“We always start in a big room for the drums, like a big orchestra room, but they’re really very expensive,” says Chancellor. “There’s no point having this big room and a month later you’re in there with one little guitar amp recording guitar. We basically do  the drums in a big room. That time we mixed in a totally separate place that’s set up just for mixing. We had two smaller studios, way less glamorous than the drum place, where you spend most of the time, months, up in the valley  somewhere, 105 degrees [40°C] in a concrete parking lot but it’s got all the gear and we can spend a lot of time there doing the musical overdubs other than the drums.” 

Prior to Tool, Bottrill had worked with Peter Gabriel, with David Sylvian and Robert Fripp on the albums The First Day and Darshan (The Road To Graceland), and again with Fripp on King Crimson’s THRAK. So, while he wasn’t known for anything as heavy as Tool, he was no stranger to progressive rock. His role with the band was primarily to help them realise their sound in the studio, although Chancellor recalls that Bottrill helped them arrange a few of the segues between songs on Lateralus and played piano when needed. Says Chancellor: “I think we were learning what our sound was a bit more. When we did Ænima, he was less of a rock guy, he’d been working with Peter Gabriel and King Crimson. We were looking for some of the raw guitar stuff as well; we wanted some of those sections to be real rocking.” 

The bassist believes that with Lateralus, the band and Bottrill achieved a great cohesion between “the ambient, experimental, trippy sounds that people know us for” and what he calls “the hard meat of the song.” It was certainly a major leap forwards in that regard from Ænima, establishing a sinuous flow through the album. “I don’t know what he’d done in-between those [two albums],” says Chancellor, “but they’re definitely very different-sounding records. There is space in there on Lateralus, there is a lot of breath in there, but when it gets heavy it’s real crunchy too. We wanted to take our relationship with him further on that album and we need someone we’re familiar with. Bringing someone in to the four of us is quite a big ask creatively, so we’d already worked with him, it made sense to do this next album with him as well.” 

Unlike albums released during what became known as the Loudness Wars, where music became incredibly compressed in the pursuit of volume as an end unto itself, Lateralus is a dynamic listening experience. The quiet moments really allow the volume to drop back, making the heavy sections more intense by comparison. Chancellor explains that was, in no small part, the result of each bandmember’s determination to be heard. “A lot of it comes from people really standing up for themselves,” he says. “Some of the crushing stuff, the high end on the guitar would be almost painful for a moment in a solo. I might be looking at Adam, going, ‘It might be a little bit...?’ He’s like, ‘No, this is the moment where it needs to do that.’” 

But hearing the dynamics in a custom-built mixing studio is very different from how listeners encounter the music in normal circumstances. “You know that all this stuff is going to get compressed, put on the radio it’s going to get compressed even more, all squashed down,” says Chancellor, “and there’s a real risk with being very dynamic because sometimes you won’t be able to hear something, it’s so quiet. A lot of people when they mix, they get this middle road of everything literally for the format of putting music into a little box. You have to do that so there are limits to what people think is reasonable and unreasonable.” 

Chancellor is understandably protective of the tone of his bass in the mix, wanting to ensure his instrument doesn’t get muscled aside or swamped by the guitars and drums. “I’m like,
I want to be able to hear it,” he says, “so there’s this big fight between all of us.” Danny Carey, for example, may have a particular drum fill “that’s incredibly important to him that you can hear it.” But then everyone in the band hears the songs slightly differently, filtered through their own perspective. “He’s hearing this particular fill as elevating that moment in the music so there’s a lot of us fighting our own corner. It can be difficult, it can be quite upsetting, and we have some decent fights but, in the end, I think that really creates the dynamic. The dynamic is that: ‘This is important to me.’ We even do it to each other, ‘No, Adam, you need to come up.’ There might be a part that I think needs to come up in his guitar and I have to explain that I’m hearing the song this way, this is why it needs to be there. Perhaps it’s the fact that we’re all on an equal footing in this band that it requires standing up for yourself and by the very fact of that, you hear that dynamic in the music.” 

With the mixing and mastering complete, Lateralus was presented to the world in May 2001. “It’s always just a great relief to actually let it go, that moment when suddenly it’s on the radio and you can’t stop it,” says Chancellor. “There’s something very satisfying and relieving about that because you can’t change it anymore and that’s the greatest thing about it.” 

The tour started on the day the album came out, May 15, with a show in Atlanta, Georgia. The band played four US dates supporting King Crimson before heading to Europe, where they divided their time between headline shows and festivals, including performances at Ozzfest in the UK, Rock Am Ring in Germany, and Pinkpop in the Netherlands. Over the course of 2001 and 2002, they played more than 200 shows in support of the album’s release, eventually wrapping up at Long Beach Arena, California, on November 24, 2002.

Lateralus was both a critical and commercial hit, but Chancellor says he didn’t pay too much attention to the press, preferring to gauge the album’s success on how well the music was received live. “That’s when the songs really start to live and breathe, you really get to know them,” he says. “I know we take a long time writing our albums and we play the songs a lot before we record them – and they’re set in stone before we record them, there’s not a lot of experimental stuff in the studio – but they don’t really get to find their own personality until you play them a lot live. Just starting to play the song Lateralus in the set, starting to feel the magnitude of it, the way it really did work, and then the excitement of being able to make it even better, to get a greater performance, or to strive for a greater performance than you put on the album. Obviously, it’s received well, it’s going really well, people like it, because I’m here playing it and I’m able to literally enjoy it now, where it was a real struggle to get it to that point.” 

For the lead single, the band chose Schism, a track that’s positively awash with odd time signatures. It was a bold choice to submit for radio play, but it reached No.2 on Billboard’s Alternative Airplay and Mainstream Rock charts. “I found it very hard when we came to pick a single,” says Chancellor, who confesses to feeling concerned about how it would be received by the fanbase. “Adam and Danny immediately were like, ‘Schism is the hit, that’s the one, everybody is going to love it.’ I was honestly really on the opposite end of that. ‘Really? It’s so odd.’ I guess it’s just a little bit of self-doubt. They’ve got a real bravery about them, those guys. They weren’t trying to be provocative or annoying by picking that, they genuinely heard it and I don’t know how they heard that because I didn’t hear it. Now with 20 years’ perspective, I can hear it, which is really interesting. I can actually go, ‘Wow, it is catchy, there is a simple beauty to it’, but I think it was heard for me to see that at the time.” 

As if the song itself isn’t strange enough, Schism was accompanied by a music video directed by Adam Jones that was completely at odds with what most rock bands were putting out.
In fact, Tool themselves don’t appear in the video at all. Instead, it features an alien-looking creature. The decision to make such an unconventional promo video came from the band’s insistence on having complete creative control over every aspect of their output. Chancellor credits this level of autonomy to the band seeing what happened to other acts that signed away their ability to steer their own destinies. “Nobody gets to tell us what to do at all,” says Chancellor, noting that this meant they never felt under pressure to make a typical rock video with the band jumping around onstage. “It’s great, Adam came from a film-making background, he worked for Stan Winston in special effects,” he says. 

As a member of the Stan Winston Studio, Jones had credits on Terminator 2: Judgement Day and Batman Returns, so he knew what he was doing. “One of your bandmembers knows how to make movies, especially with the way we were experimental in our music, yeah, it was just cool, living the dream really,” says Chancellor, who joined in with the work on Schism. “He’s telling me how to pour moulds, we’re all in the garage at the house like kids, it was incredible. And I think the surreal quality of the movies is an extension of the art: it’s there to make you open your mind even more, to put you in a free space where you can think about anything. You can just relax, instead of constricting the idea even further by going, ‘This is a band looking cool onstage.’ It’s actually giving breath to the art by being surreal and unexplainable.” None of which stopped the track winning the Grammy for Best Metal Performance in 2002. 

While the charts continue to be dominated by hip hop and dance, Lateralus proved that progressive music could resonate with the public. In its wake, The Mars Volta, Porcupine Tree, Opeth and Mastodon broke into the album charts, and the heavy end of the progressive scene became more vital than ever. Although Tool have only released two more albums in the 20 years since, both 10,000 Days and Fear Inoculum walk in the footsteps of Lateralus. “I think it opened the doors even wider – you really can do what you want to an even greater extent,” says Chancellor, before qualifying his statement. “And then there’s some element where you realise we can’t do just what we want, we’re limited by our own abilities. You start to hear some stuff you’ve heard before in Tool songs, ‘Oh, I recognise that.’ That’s just the nature of who you are and who we are together. The great thing about Maynard going away and doing other bands is he comes back with a whole different approach or he’s been able to express himself in different ways in other bands, so when he comes back, he’s more confident or more excited about pursuing different styles. I think you can hear that over the next few albums where he’s not yelling all the time. This great scream he had in the beginning, he almost was like, ‘I want to move on from that.’” 

Tool continue to evolve, and Lateralus remains a defining moment in their musical life. “I think we have found our soul, to a certain extent,” says Chancellor. “When I listened to Lateralus the other day, wow, that was a real moment of experiment and risk and really reaching out into the darkness without fear. It really sounds like that to me. Once we got through that, even our most recent album, it’s still experimental, but it’s a little more comfortable, it’s a little more comfortable in its shoes.” 

Now Chancellor and his bandmates are waiting to get back on the road in support of Fear Inoculum. “We’ve just scratched the surface with our new album,” he says. “Thank God we got it out. Talk about a long time writing an album; that was a long one and to be able to get it out just before all this went down was an incredible relief.” 

They played a handful of European festivals before the pandemic but now they’re back in the rehearsal space, working on fresh material. “We’re always writing new music. I’m going to jam with Danny right now, got some new ideas, we’re getting our chops back after our vaccinations,” says Chancellor. And when they get the green light, they’ll pick up the tour. “We planned stuff several times and rebooked it, but you can imagine planning buses and hotels and tours and venues all over Europe and America, and having to keep cancelling it,” he says. “So, we’re going to wait a little bit before we do that, but once we do it, we’re going to be back full-on, so probably nothing much this year but next year should be chock-a-block. We have a new stage, a new setup that we started using, so the main plan is to follow through with what we were doing before and then see what happens from there. Everyone is getting a bit older so it’s like, we’ve already put the work into this, now we’re going to take it on the road.” 

Originally printed in Prog Magazine #121

David West

After starting his writing career covering the unforgiving world of MMA, David moved into music journalism at Rhythm magazine, interviewing legends of the drum kit including Ginger Baker and Neil Peart. A regular contributor to Prog, he’s written for Metal Hammer, The Blues, Country Music Magazine and more. The author of Chasing Dragons: An Introduction To The Martial Arts Film, David shares his thoughts on kung fu movies in essays and videos for 88 Films, Arrow Films, and Eureka Entertainment. He firmly believes Steely Dan’s Reelin’ In The Years is the tuniest tune ever tuned.